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CHALICE MINING LIMITED Governance Information 2024

Sep 25, 2024

64649_rns_2024-09-25_c02079db-2b5b-4a50-8fc2-c126dda1033b.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Chalice Mining Limited

ABN/ARBN
47 116 648 956
Financial year ended:
47 116 648 956 30 June 2024

Our corporate governance statement[1] for the period above can be found at:[2]

This URL on our ☒ https://chalicemining.com/about-us/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 26 September 2024 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 26 September 2024 Name of authorised officer Alex Dorsch authorising lodgement: Managing Director and Chief Executive Officer

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting out:
(a)
the respective roles and responsibilities of its board and management; and
(b)
those matters expressly reserved to the board and those delegated to
management.

Refer Corporate Governance Statement on page 14 and we have
disclosed a copy of our board charter at:
https://chalicemining.com/about-us/corporate-governance/ (see
Board Charter)

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a director or senior
executive or putting someone forward for election as a director; and
(b)
provide security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a director.

Refer Corporate Governance Statement on page 14

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with each director and senior
executive setting out the terms of their appointment.

Refer Corporate Governance Statement on page 15

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
1.4 The company secretary of a listed entity should be accountable directly to the
board, through the chair, on all matters to do with the proper functioning of the
board.

Refer Corporate Governance Statement on page 15

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set measurable objectives for
achieving gender diversity in the composition of its board, senior
executives and workforce generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to achieve gender
diversity;
(2)
the entity’s progress towards achieving those objectives; and
(3)
either:
(A)
the respective proportions of men and women on the board, in
senior executive positions and across the whole workforce
(including how the entity has defined “senior executive” for
these purposes); or
(B)
if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender Equality
Indicators”, as defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the commencement of the
reporting period, the measurable objective for achieving gender diversity in the
composition of its board should be to have not less than 30% of its directors of
each gender within a specified period.

We have disclosed a copy of our diversity policy at:
https://chalicemining.com/about-us/corporate-governance/
(see Diversity and Inclusion Policy) and we have disclosed the
information referred to in paragraph (c) in our Corporate
Governance Statement on page 16.

set out in our Corporate Governance Statement on
page 16 OR

we are an externally managed entity and this
recommendation is therefore not applicable
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the performance of
the board, its committees and individual directors; and
(b)
disclose for each reporting period whether a performance evaluation has
been undertaken in accordance with that process during or in respect of
that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://chalicemining.com/about-us/corporate-governance/ (see
Process for Performance Evaluations) and whether a
performance evaluation was undertaken for the reporting period in
accordance with that process in our Corporate Governance
Statement at page 17.

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance of its senior
executives at least once every reporting period; and
(b)
disclose for each reporting period whether a performance evaluation has
been undertaken in accordance with that process during or in respect of
that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://chalicemining.com/about-us/corporate-governance/ (see
Process for Performance Evaluations) and whether a
performance evaluation was undertaken for the reporting period in
accordance with that process in our Corporate Governance
Statement at page 18.

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are independent
directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have a nomination committee, disclose that fact and the
processes it employs to address board succession issues and to ensure
that the board has the appropriate balance of skills, knowledge,
experience, independence and diversity to enable it to discharge its
duties and responsibilities effectively.

The Company complies with paragraph (a), (1) and (2). Details of
the committee are disclosed in our Corporate Governance
Statement on page 18 and in the Directors’ Report on page 67 to
71 of our 2024 Annual Report.
We have disclosed a copy of the charter of the nomination
committee at:
https://chalicemining.com/about-us/corporate-governance/ (see
Remuneration and Nomination Committee Charter) and the
information referred to in paragraphs (4) and (5) in our Corporate
Governance Statement on page 18 and in the Directors’ Report
on pages 70 and 71 of our 2024 Annual Report.

set out in our Corporate Governance Statement
2.2 A listed entity should have and disclose a board skills matrix setting out the
mix of skills that the board currently has or is looking to achieve in its
membership.

and we have disclosed our board skills matrix in our Corporate
Governance Statement on page 19.

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be independent
directors;
(b)
if a director has an interest, position, affiliation or relationship of the type
described in Box 2.3 but the board is of the opinion that it does not
compromise the independence of the director, the nature of the interest,
position or relationship in question and an explanation of why the board
is of that opinion; and
(c)
the length of service of each director.

and we have disclosed the names of the directors considered by
the board to be independent directors, the length of service of
each director and where applicable, the information referred to in
paragraph (b) in our Corporate Governance Statement on page
21.

set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent directors. ☒ in our Corporate Governance Statement on page 22
set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
2.5 The chair of the board of a listed entity should be an independent director and,
in particular, should not be the same person as the CEO of the entity.
☒ set out in our Corporate Governance Statement on page
22.

set out in our Corporate Governance Statement
2.6 A listed entity should have a program for inducting new directors and for
periodically reviewing whether there is a need for existing directors to
undertake professional development to maintain the skills and knowledge
needed to perform their role as directors effectively.
☒ in our Corporate Governance Statement on page 22.
set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒ in our Corporate Governance Statement on page 22.and we
have disclosed our values at:
https://chalicemining.com/about-us/values-strategy/

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors, senior executives
and employees; and
(b)
ensure that the board or a committee of the board is informed of any
material breaches of that code.
☒ in our Corporate Governance Statement on page 22.
and we have disclosed our code of conduct at:
https://chalicemining.com/about-us/corporate-governance/ (see
Code of Conduct)

set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is informed of any
material incidents reported under that policy.
☒ in our Corporate Governance Statement on page 23.
and we have disclosed our whistleblower policy at:
https://chalicemining.com/about-us/corporate-governance/ (see
Whistleblower Policy)

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy; and
(b)
ensure that the board or committee of the board is informed of any
material breaches of that policy.
☒ in our Corporate Governance Statement on page 23.
and we have disclosed our anti-bribery and corruption policy at:
https://chalicemining.com/about-us/corporate-governance/ (see
Anti-Bribery and Anti-Corruption Policy)

set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1)
has at least three members, all of whom are non-executive
directors and a majority of whom are independent directors; and
(2)
is chaired by an independent director, who is not the chair of the
board,
and disclose:
(3)
the charter of the committee;
(4)
the relevant qualifications and experience of the members of the
committee; and
(5)
in relation to each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the
appointment and removal of the external auditor and the rotation of the
audit engagement partner.

The Company complies with paragraph (a), (1) and (2). Details of
the committee are disclosed in our Corporate Governance
Statement on page 23 and in the Directors’ Report on page 67 to
71 of our 2024 Annual Report.
We have disclosed a copy of the charter of the audit committee
at:
https://chalicemining.com/about-us/corporate-governance/ (see
Audit Committee Charter) and the information referred to in
paragraphs (4) and (5) in our Corporate Governance Statement
on page 23 and on page 9 and pages 70 and 71 of our 2024
Annual Report.

set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the entity’s financial
statements for a financial period, receive from its CEO and CFO a declaration
that, in their opinion, the financial records of the entity have been properly
maintained and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed on the basis of
a sound system of risk management and internal control which is operating
effectively.
☒ in our Corporate Governance Statement on page 24.
set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity of any periodic
corporate report it releases to the market that is not audited or reviewed by an
external auditor.
☒ in our Corporate Governance Statement on page 24.
set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for complying with its
continuous disclosure obligations under listing rule 3.1.
☒ in our Corporate Governance Statement on page 25.
and we have disclosed our continuous disclosure policy at:
https://chalicemining.com/about-us/corporate-governance/ (see
Disclosure Policy)

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all material
market announcements promptly after they have been made.
☒ in our Corporate Governance Statement on page 25
set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the presentation.
☒ in our Corporate Governance Statement on page 25.
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its governance to
investors via its website.

in our Corporate Governance Statement on page 25 and we have
disclosed information about us and our governance on our
website at: https://chalicemining.com/about-us/corporate-
governance/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
☒ in our Corporate Governance Statement on page 26.
set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages participation at
meetings of security holders.
☒ in our Corporate Governance Statement on page 26.
and we have disclosed how we facilitate and encourage
participation at meetings of security holders at:
https://chalicemining.com/about-us/corporate-governance/ (see
Shareholder Communications and Investor Relations Policy)

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a meeting of
security holders are decided by a poll rather than by a show of hands.
☒in our Corporate Governance Statement on page 26.
set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its security
registry electronically.
☒ in our Corporate Governance Statement on page 26.
https://chalicemining.com/about-us/corporate-governance/ (see
Shareholder Communications and Investor Relations Policy)

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of which:
(1)
has at least three members, a majority of whom are independent
directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have a risk committee or committees that satisfy (a) above,
disclose that fact and the processes it employs for overseeing the
entity’s risk management framework.

The Company complies with paragraph (a), (1) and (2). Details of
the risk committee are disclosed in our Corporate Governance
Statement on page 27 and in the Directors’ Report on page 67 to
71 of our 2024 Annual Report.
We have disclosed a copy of the charter of the risk committee at:
https://chalicemining.com/about-us/corporate-governance/ (see
Risk and Sustainability Committee Charter) and the information
referred to in paragraphs (4) and (5) in our Corporate Governance
Statement on page 27 and in the Directors’ Report on pages 70
and 71 of our 2024 Annual Report.

set out in our Corporate Governance Statement.
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least annually to
satisfy itself that it continues to be sound and that the entity is operating
with due regard to the risk appetite set by the board; and
(b)
disclose, in relation to each reporting period, whether such a review has
taken place.
☒ in our Corporate Governance Statement on page 27.
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting
period in our Corporate Governance Statement on page 27.

set out in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is structured and
what role it performs; or
(b)
if it does not have an internal audit function, that fact and the processes
it employs for evaluating and continually improving the effectiveness of
its governance, risk management and internal control processes.

and we have disclosed the fact that we do not have an internal
audit function and the processes we employ for evaluating and
continually improving the effectiveness of our risk management
and internal control processes in our Corporate Governance
Statement on page 28.

set out in our Corporate Governance Statement.
7.4 A listed entity should disclose whether it has any material exposure to
environmental or social risks and, if it does, how it manages or intends to
manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks and, if we do, how we manage or
intend to manage those risks in our Corporate Governance
Statement on page 28.

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1)
has at least three members, a majority of whom are independent
directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have a remuneration committee, disclose that fact and the
processes it employs for setting the level and composition of
remuneration for directors and senior executives and ensuring that such
remuneration is appropriate and not excessive.

The Company complies with paragraph (a), (1) and (2). Details of
the committee are disclosed in our Corporate Governance
Statement on page 28 and in the Directors’ Report on pages 67 to
71 of our 2024 Annual Report.
We have disclosed a copy of the charter of the committee at:
https://chalicemining.com/about-us/corporate-governance/ (see
Remuneration Committee Charter) and the information referred to
in paragraphs (4) and (5) in our Corporate Governance Statement
on page 28 and in the Directors’ Report on pages 70 and 71 of
our 2024 Annual Report.

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
8.2 A listed entity should separately disclose its policies and practices regarding
the remuneration of non-executive directors and the remuneration of executive
directors and other senior executives.
☒ in our Corporate Governance Statement on page 29.
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives in our Remuneration Report on page 72 to 96 of our
2024 Annual Report.

set out in our Corporate Governance Statement
OR

we are an externally managed entity and this
recommendation is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme should:
(a)
have a policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise) which
limit the economic risk of participating in the scheme; and
(b)
disclose that policy or a summary of it.
☒ in our Corporate Governance Statement on page 30 and we
have disclosed our policy on this issue or a summary of it at:
https://chalicemining.com/about-us/corporate-governance/ (see
Securities Trading Policy)

set out in our Corporate Governance Statement
OR

we do not have an equity-based remuneration
scheme and this recommendation is therefore not
applicable OR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language in which board
or security holder meetings are held or key corporate documents are written
should disclose the processes it has in place to ensure the director
understands and can contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to those
documents.

and we have disclosed information about the processes in place
at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance Statement
OR

we do not have a director in this position and this
recommendation is therefore not applicableOR

we are an externally managed entity and this
recommendation is therefore not applicable
9.2 A listed entity established outside Australia should ensure that meetings of
security holders are held at a reasonable place and time.

set out in our Corporate Governance Statement
OR

we are established in Australia and this
recommendation is therefore not applicableOR

we are an externally managed entity and this
recommendation is therefore not applicable
9.3 A listed entity established outside Australia, and an externally managed listed
entity that has an AGM, should ensure that its external auditor attends its AGM
and is available to answer questions from security holders relevant to the
audit.

set out in our Corporate Governance Statement
OR

we are established in Australia and not an
externally managed listed entity and this
recommendation is therefore not applicable

we are an externally managed entity that does not
hold an AGM and this recommendation is
therefore not applicable

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Corporate Governance Statement

Chalice Mining Limited ACN 116 648 956

Approach to Corporate Governance

The Board of Chalice Mining Limited ACN 116 648 956 ( Company or Chalice ) acknowledges the importance of good corporate governance in striving to meet the expectations of our stakeholders whilst achieving the strategic objectives of the Company in an ethical and responsible manner. Chalice’s corporate governance framework has been developed to ensure that the Company is managed effectively within a comprehensive system of control and accountability whilst also encouraging a corporate culture that is aligned with our values.

During the year the Board and its Committees were actively engaged in their governance responsibilities and fulfilling their role in accordance with the Board and Committee Charters. Key focus areas of the Board during the year included:

  • Annual Board appraisal process;

  • Annual Board skills assessment;

  • Assessment of the measurable objectives for gender diversity;

  • Periodic review of the Board Charter, Committee Charters and governance policies;

  • Continuing to review the Company’s Risk Management Framework to ensure that it appropriately evolves with the development of the Company and emerging risks, and

  • Updated strategic initiatives adopted by the Board aimed to deliver long-term value to shareholders.

This Corporate Governance Statement outlines the main features of our governance framework reporting against the recommendations contained in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 4[th] edition ( ASX Principles & Recommendations ). The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting regime, where, after due consideration, the Company's corporate governance practices do not follow a recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation.

The Company reports below on whether it has followed each of the recommendations during the financial year ended 30 June 2024 ( Reporting Period ). The information in this statement is current at 26th September 2024 and was approved by a resolution of the Board on that date.

This Corporate Governance Statement should be read in conjunction with Chalice’s 2024 Annual Report.

Chalice Mining Limited – Corporate Governance Statement 2024

12

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Our Corporate Governance Framework

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Principle 1 – Lay solid foundations for management and oversight

Recommendation 1.1: Board Charter – Roles and Responsibilities

Compliance with Recommendation 1.1 of ASX Principles & Recommendations : Yes

The Company has defined the roles and responsibilities of its Board and management, specifying the matters expressly reserved for the Board and those delegated to management. These details are documented in the Board Charter, which was last reviewed in June 2024.

As set-out in the Board Charter , the roles and responsibilities of the Board includes, but is not limited to:

  • providing leadership for, and oversight of management;

  • approve the strategic objectives and purpose of the Company and measure the progression by management of those strategic objectives;

  • approve the Company’s remuneration framework ensuring alignment with the Company’s strategic objectives, purpose, values and risk appetite;

  • appoint, and where appropriate, replace the Managing Director & Chief Executive Officer ( Managing Director );

  • approve the appointment and removal of the Company Secretary and senior executives;

  • • oversee the Company’s governance practices and monitor effectiveness;

  • ensure that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate;

  • monitoring the sustainability performance of the Company, including climate related matters;

  • monitoring and guiding the culture of the Company; and

  • approve the Company's statement of values and Code of Conduct.

The Board Charter details Management’s role is to:

  • implement the strategic objectives and operate within the risk appetite and values set by the Board;

  • undertake the day-to-day running of the Company, in accordance with the delegated authority of the Board, and

  • provide the Board with accurate, timely and clear information to enable the Board to perform its responsibilities.

Further information on the roles and responsibilities of the Board and management can be found - in the Company’s Board Charter which is available at https://chalicemining.com/about us/corporate-governance/ .

The number of Board meetings attended by each Board member during the year ended 30 June 2024, can be found on page 71 of the Directors’ Report in the Company’s 2024 Annual Report.

Recommendation 1.2: Director Information and Background Checks

Compliance with Recommendation 1.2 of ASX Principles & Recommendations : Yes

The Remuneration and Nomination Committee ensures that appropriate checks are undertaken before appointing a director or senior executive or putting forward to shareholders a candidate for election as a director. Prior to the election or re-election of a director, shareholders are provided with all material information in the Company’s possession relevant to a decision on whether or not to elect or re-elect a director, together with a statement of whether the Board supports the appointment or re-election, in the relevant notice of meeting.

The checks undertaken, and the information provided to shareholders, are set out in the Remuneration and Nomination Committee Charter, which is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

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The checks undertaken include investigating the individual’s character, experience, education, criminal record and bankruptcy history.

The Company provided shareholders with all material information in its possession relevant to the decision on whether or not to re-elect Garret Dixon at the Company’s 2023 Annual General Meeting through the notice of meeting and explanatory memorandum.

The Board recognises that Board succession planning and renewal is critical to performance. The Company’s Constitution provides that there must be an election of directors held each year. Each director, other than the Managing Director must not hold office (without re-election) past the third annual general meeting of the Company following the director’s appointment or three years following that director’s last election or appointment (whichever is the longer). A director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without reelection) past the next annual general meeting of the Company. At each annual general meeting a minimum of one director must stand for election. A director who retires at an annual general meeting is eligible for re-election at that meeting. Re-appointment is not automatic.

Recommendation 1.3: Director and Senior Executive Agreements

Compliance with Recommendation 1.3 of ASX Principles & Recommendations : Yes

The Company has a written agreement with each Director and senior executive setting out the key terms of their appointment.

Non-executive Directors are provided with a letter of appointment that sets out Chalice’s expectations and reinforces the terms of their appointment, duties and responsibilities, time commitment, confidentiality obligations and commitment to comply with Company policies, procedures and regulatory requirements. In addition, each Non-Executive Director enters into a Deed of Indemnity, Insurance and Access with the Company which sets out the indemnity and insurance arrangements that the Company has in place and ensures seven years access to documents after retirement.

The requirement to have written agreements in place with each director can be found in the Remuneration and Nomination Committee Charter, which is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

The material terms, and material variations of agreements with Non-executive Directors and the Managing Director have been disclosed in accordance with ASX Listing Rule 3.16.4.

Recommendation 1.4: Company Secretary

Compliance with Recommendation 1.4 of ASX Principles & Recommendations : Yes

The Company Secretary is accountable directly to the Board, through the Chair, on all matters supporting the effectiveness and proper functioning of the Board and its Committees. Each Director is able to communicate directly with the Company Secretary. Further details on the role of the Company Secretary are outlined in the Company’s Board Charter which is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

Jamie Armes was appointed Company Secretary on 19 August 2019. Details of Mr Armes’ qualifications and experience are set out on page 69 of the Directors’ Report contained within the Company’s 2024 Annual Report.

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Recommendation 1.5: Diversity

Compliance with Recommendation 1.5 of ASX Principles & Recommendations : Partial departure

Chalice recognises the importance of building a diverse and inclusive team with different individual backgrounds, skills, experiences and perspectives. Our Diversity and Inclusion Policy details our current commitments, and approach towards a diverse and inclusive workforce. The Diversity and Inclusion Policy is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

The Diversity and Inclusion Policy requires the Board to establish measurable objectives for achieving gender diversity that are appropriate for the Company. The initial measurable objectives established by the Board in June 2023 and the progress towards achieving these objectives as at the end of the Reporting Period is outlined below:

Measurable Objective Status Comment
To maintain no less than the current
composition
of
29%
female
representation on the Board.
Achieved 33% (2023: 29%)
Seek to maintain no less than 30%
females employed by the entire
Company (excluding the Board).
Achieved 39% (2023: 45%)
The total number of employees at Chalice was
reduced during the Reporting Period. This reduction
was largely due to the conclusion of resource drilling
at the Gonneville Project, as the Company made the
transition
from
high-intensity
fieldwork
to
development studies and a significant reduction in
expenditure due to the difficult metals price
environment.
Provide flexible work arrangements, to
the extent practically possible, taking
into account the nature of work
performed by an employee.
Achieved The Company, where reasonable accommodates
flexible working arrangements. Employees that
require computers to undertake their role are
provided with laptops to facilitate working from
home.
Develop
a
plan
to
provide
opportunities
for
training
and
professional development with the
objective
of
providing
internal
promotion opportunities.
Partially
Achieved
The
Company
continues
to
promote
the
development and growth of its employees by
offering internal and external training opportunities.
However, due to the small number of employees, the
Company has not yet established a formal training
plan.
Undertake a gender pay equity
review
as
part
of
the
annual
remuneration review process at the
conclusion FY24, identify gaps and
actions to close.
Achieved Whilst not a relevant employer under the Workplace
Gender Equality Act, the Company voluntarily
completed a gender pay equity review at 30 June
2024 that demonstrated a gender pay gap of 25.8%
in favour of men. The analysis demonstrated that
there is an underrepresentation of women in higher
paying roles within the Company. The Company will
continue to ensure that similar roles with similar
experience and performance are remunerated
equitably and that any gender pay discrepancies
are rectified.

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The Company was included in the S&P/ASX 300 at the commencement of the Reporting Period. The ASX Principles and Recommendations state that the measurable objective for achieving gender diversity in Board composition for entities in the S&P/ASX 300 Index should be to have not less than 30% of its directors of each gender within a specified period. The measurable objective to maintain no less than the composition of 29% female representation on the Board was considered appropriate during the Reporting Period based on the significant renewal process the Board had undergone over the last three years. As at 30 June 2024, the Company exceeded the scope of the requirement with 33% female representation on the Board.

Subsequent to the end of the Reporting Period, the Board conducted a review aimed at significantly reducing the Company’s annual operating expenses in response to the subdued metals price environment. As a result of this review, it was determined that a reduction in Board fees was necessary, leading to a decrease in the number of Non-executive Directors from five to three. This reduction was made while ensuring that the Board retained the critical expertise in exploration, mining, and project development required to execute Chalice’s corporate strategy.

As an outcome of the review, Linda Kenyon and Jo Gaines tendered their resignations, effective 31 August 2024. Their resignations have left the Board without female representation as of the date of this Corporate Governance Statement.

Given the recent decrease in the size of the Board, a revised measurable objective for increasing gender diversity on the Board is not considered appropriate at this time. The Board will continue to assess the suitability of adopting numerical targets in the future having regard to the Board’s succession planning processes. Further information on the tenure of individual Directors is provided on page 21.

The Board has not set measurable objectives for achieving gender diversity among senior executives due to several factors, including the Company’s composition during the Reporting Period, the evolving environment in which it operates, and the relatively small size of the organisation. With a limited number of senior executive positions, it is challenging to establish specific and meaningful gender diversity targets without affecting the overall effectiveness of the leadership team.

The Company is not a “relevant employer” under the Workplace Gender Equality Act (WEGA) and is not required to report against the Gender Equality Indicators as defined by WEGA.

The respective proportions of women on the Board, Senior Executive positions, Senior Management and across the whole organisation as at the end of the Reporting Period are set out in the following table:

Diversity Metric 30 June 2024 30 June 2023
Whole organisation (including Non-executive Directors) 20 out of 52 (39%) 31 out of 69 (45%)
Senior managers(1) 5 out of 12 (42%) 5 out of 11 (45%)
Senior executives(2) 1 out of 6 (17%) 1 out of 6 (17%)
Board 2 out of 6 (33%) 2 out of 7 (29%)

(1) “Senior Managers” are those positions that report directly to Senior executives or Alex Dorsch, Managing Director and are those who plan, organise, direct and control an operational function.

(2) “Senior Executive” for these purposes means Key Management Personnel of the Company, excluding the Managing Director.

Recommendation 1.6: Board and Managing Director Performance

Compliance with Recommendation 1.6 of ASX Principles & Recommendations : Yes

The Chair is responsible for the evaluation of the Board, Board committees and individual directors in accordance with the Company’s Process for Performance Evaluations . The Chair is also

Chalice Mining Limited – Corporate Governance Statement 2024

17

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responsible for evaluating the Managing Director. The Process for Performance Evaluations is - - available on the Company’s website at https://chalicemining.com/about us/corporate governance/ .

An evaluation of the Board, individual Directors, Managing Director and Board Committees was undertaken internally during the Reporting Period in accordance with the process disclosed in the Company’s Process for Performance Evaluations . The outcomes of the evaluations were discussed by the Board and will be utilised to improve and enhance the performance of the Board and its Committees.

Recommendation 1.7: Senior Executive Performance

Compliance with Recommendation 1.7 of ASX Principles & Recommendations : Yes

The Managing Director is responsible for evaluating the performance of senior executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations . This is conducted by informal discussions, and via ongoing contact between the Managing Director, the Chair and senior executives. As the Company develops, the Board with the assistance of the Remuneration and Nomination Committee, will review and refine the performance evaluation process to ensure it meets the evolving needs of the Company.

During the Reporting Period a performance evaluation of senior executives took place in accordance with the process disclosed.

Principle 2 – Structure the board to add value

Recommendation 2.1: Nomination Committee

Compliance with Recommendation 2.1 of ASX Principles & Recommendations : Yes

The Board has established a Remuneration and Nomination Committee structured in accordance with Recommendation 2.1.

During the Reporting Period the Remuneration and Nomination Committee comprised of the following members:

  • Derek La Ferla independent Non-executive Director (Chair);

  • Jo Gaines, independent Non-executive Director;

  • Linda Kenyon, independent Non-executive Director (since 31 March 2024), and

  • Morgan Ball, independent Non-executive Director (retired 31 March 2024).

Effective 31 August 2024, independent Non-executive Director’s, Garret Dixon and Stephen McIntosh were appointed as members of the Remuneration and Nomination Committee following the retirement of Linda Kenyon and Jo Gaines as Non-executive Director’s.

A copy of the Remuneration and Nomination Committee Charter , which describes the role, composition, functions and responsibilities of the Remuneration and Nomination Committee is - - disclosed on the Company’s website at https://chalicemining.com/about us/corporate governance/ .

The Remuneration and Nomination Committee held three meetings during the Reporting Period. Details of each member’s attendance at the Remuneration and Nomination Committee meetings is set out on page 71 of the Directors’ Report contained within the Company’s 2024 Annual Report.

The Board believes that a combined Remuneration and Nomination Committee is the most efficient committee structure given the nature of the Company’s current activities, size and composition of the Board.

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Recommendation 2.2: Board Skills Matrix

Compliance with Recommendation 2.2 of ASX Principles & Recommendations : Yes

The Board, with the assistance of the Remuneration and Nomination Committee annually reviews whether the Directors as a group have the necessary skills and knowledge to fulfil their role effectively.

During the Reporting Period, the Remuneration and Nomination Committee reviewed the Board Skills Matrix. The methodology used to develop the Skills Matrix involved determining the desired skills and experience considered appropriate to address key issues facing the Company and to implement the Company’s strategy. The Board seeks to ensure that it has an extensive, diverse and relevant skill set. To the extent that any skills are not sufficiently represented on the Board, they are augmented through senior management and external advisors

Each Director self-evaluated their experience, capability and knowledge in respect of each identified skill using an assessment scale of 0 to 5, with 0 being no competency and 5 being a recognised industry expert. The level of experience is assessed using a set of objective criteria which include tertiary qualifications, relevant industry experience or training, and length of experience.

In August 2024, the Board utilised the results of the self-evaluation to undertake a rationalisation of the Board resulting in a reduction in the number of directors from six to four. This decision was made while ensuring that the Board retained the essential skills in exploration, mining, and project development needed to execute Chalice’s corporate strategy. The Board considers that it has the appropriate mix of skills and experience to effectively discharge its duties and responsibilities. However, the Board’s composition will continue to be assessed to ensure that it remains appropriate as the Company progresses its business strategy of advancing its exploration and evaluation stage projects.

A profile of each Director setting out their experience, expertise and period of office is set out on page 9 and pages 67 to 69 of the Company’s 2024 Annual Report.

The following table sets out the identified skills/experience, capability and knowledge requirements that comprise the Company’s Board Skills Matrix and the outcomes of the evaluation assessment as at the date of this report:

**Level ** Assessment **Description ** Key
0 None No experience, understanding, knowledge or qualifications.
1 Background Limited
competency.
Ancillary/indirect
exposure
through
work
experience or training sufficient to enable background awareness.
2 Fair Reasonable competency. Direct exposure through work experience or
training, which is sufficient for competency, but not considered sufficient
for Boardleveldecision making. .
3 Sufficient Sound competency. Experience or training sufficient to give a sound, well
developed understanding.
4 Comprehensive Exceptional
competency.
Significant
experience/training/tertiary
qualification sufficient to lead evaluation, discussion and decision
making.
5 Expert Mastered competency. Extensive career experience at an executive or
Board level including training/tertiary qualifications sufficient to guide
and lead comprehensive evaluation,discussion or decision making.

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Category, skill/experience, capability and knowledge requirements No. of Directors Leadership and People Management Significant Board and/or Executive experience in a publicly listed company or large organisation, with a proven track record of effective leadership and management of multi-disciplined teams. Strategic Planning, Business Development and Commercial Formulating, assessing and executing strategic vision, objectives, business models and relevant financial metrics. Knowledge of industry competitive landscape, key risks, capability requirements and strategic planning processes. Corporate Transactions Planning and execution of equity or debt capital raisings, mergers, acquisitions, joint ventures, de-mergers and takeover defence. Financial Evaluating financial statements, understanding key financial drivers of a business, corporate finance (including debt and equity capital markets) and assessment of financial risks and controls. Governance, Legal and Compliance Formulating, implementing and overseeing of organisation-wide governance and compliance systems, processes, policies and frameworks. Knowledge of governance issues, including the legal, compliance and regulatory environment applicable to publicly listed entities. People, Culture and Remuneration Establishing and overseeing organisation-wide capabilities, remuneration frameworks, performance assessment, people management and company culture, mindsets and behaviours. Investor Relations Drafting and delivery of public announcements, other shareholder communications, market research / analysis and presentations at industry events / conferences. Risk Management Formulating risk management frameworks and controls, setting appropriate risk appetite, identifying and providing oversight of key business risks (both financial and non-financial). Health and Safety Formulating and implementing health and safety management systems, risk identification and mitigation processes, performance monitoring and governance. Sustainability and Environment Formulating and managing environment and sustainability policies, standards, practices and implementation of environmental impact mitigations for mining projects. Community and Government Relations and Stakeholder Communication Formulating and implementing stakeholder engagement and management strategies. Local, State and Federal Government and regulatory management. Geology and Exploration Targeting Base and precious metal mineral systems, geology and targeting. Design, planning and execution of pre-discovery mineral exploration programs.

Exploration and Resources Definition Base and precious metal geology, resource and reserve measurement and classifications. Design, planning and execution of post-discovery resource definition drilling programs and related activities. Metallurgy and Mineral Processing Base and precious metal mineralogy, metallurgy and marketing. Design, testing and optimisation of metallurgical flowsheet, processing facility and offtake.

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Category, skill/experience, capability and knowledge requirements No. of Directors
Project Studies and Engineering
Formulation and execution of mining scoping and feasibility studies to
define and assess project scope, economic potential, financing options
and risk factors.
Project Design and Construction
Planning, management and execution of large-scale mining project
construction, including financial assessment, contracting, procurement,
engineering and risks.
Mining Operations and Decommissioning
Managing and operating mid to large scale mining operations in base
and/or precious metals, including mining engineering, mineral processing,
logistics and operational management.

Recommendation 2.3: Director’s Independence

Compliance with Recommendation 2.3 of ASX Principles & Recommendations : Yes

The Board’s approach to Director independence is set out in its Board Charter which states that to be judged independent, a director must, in the opinion of the Board, be free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of Chalice as a whole rather than in the interests of an individual security holder or any other person.

The Board considers the independence of Directors having regard to the Board Charter and the relationships listed in Box 2.3 of the ASX Principles & Recommendations. To the extent that it is necessary for the Board to consider issues of materiality, the Board refers to the thresholds for qualitative and quantitative materiality as adopted by the Board and contained in the Board Charter , which is available at https://chalicemining.com/about-us/corporate-governance/ .

The Board has undertaken an independence review of all Directors during the Reporting Period and determined the following:

Name Position Independent Appointment Date Tenure
(at 30 June 24
or retirement)
Last
election/
**re-election **
D. La Ferla Chair Yes 1 October 2021 2.75 years 2021
A. Dorsch Managing Director No 13 November 2018 5.63 years N/A
M. Ball Non-executive Director
(retired 31 March 2024)
Yes 24 June 2016 7.77 years 2022
G. Dixon Non-executive Director Yes 21 August 2020 3.86 years 2023
S. McIntosh Non-executive Director Yes 20 February 2021 3.36 years 2021
L. Kenyon1 Non-executive Director Yes 24 August 2021 2.85 years 2021
J. Gaines1 Non-executive Director Yes 17 August 2022 1.87 years 2022

1 Linda Kenyon and Jo Gaines retired as Non-executive Directors effective 31 August 2024.

The independent Non-executive Directors identified above, are not members of management, and are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, their independent exercise of judgement.

Alex Dorsch is not considered independent as he is engaged in an executive capacity as Managing Director and Chief Executive Officer.

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Recommendation 2.4: Majority of Independent Directors

Compliance with Recommendation 2.4 of ASX Principles & Recommendations : Yes

During the Reporting Period the majority of Directors on the Board were determined to be independent. At the end of the Reporting Period the Company had five independent Nonexecutive Directors and one non-independent Executive Director, being the Managing Director.

Recommendation 2.5: The Chair of the Board

Compliance with Recommendation 2.5 of ASX Principles & Recommendations : Yes

Derek La Ferla was appointed as Chair of the Company on 24 November 2021. Derek La Ferla is an independent Non-executive Director and does not hold the office of Chief Executive Officer.

Recommendation 2.6: Board Induction and Professional Development

Compliance with Recommendation 2.6 of ASX Principles & Recommendations : Yes

The Remuneration and Nomination Committee is responsible for the Company maintaining an effective induction process. All new directors are required to undertake the Company’s induction program and are provided with a “Director Pack” containing information about the Company including the Board and Committee Charters and the Company’s policies. The goal of the program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity. The induction program is coordinated by the Company Secretary and requires new directors to undertake a site visit to the Company’s key operations and meet with key executives and senior management.

All Directors are expected to maintain the skills and knowledge to perform their role effectively and in addition to training provided by the Company are encouraged to undertake ongoing personal education and training.

Each Director has the right to seek independent legal and other professional advice at the Company’s expense in order to fulfil their duties and responsibilities as a director.

Principle 3 – Act ethically and responsibly

Recommendation 3.1: Values

Compliance with Recommendation 3.1 of ASX Principles & Recommendations : Yes

Chalice’s core values of integrity, ownership, urgency, alignment and advancement provide a foundational expectation for employee mindsets and behaviours to support its vision and strategy. The Board reviews the appropriateness of the Company’s core values on an annual basis.

The Company’s values are available on the Company’s website at - - https://chalicemining.com/about us/values strategy/ and are detailed further on page 12 of the 2024 Annual Report.

Recommendation 3.2: Code of Conduct

Compliance with Recommendation 3.2 of ASX Principles & Recommendations : Yes

The Company has established a Code of Conduct that applies to its Directors, Senior Executives, employees and contractors. A copy of the Code of Conduct is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

Our Code of Conduct guides the behaviour of our people on how to conduct themselves with integrity, honesty and fairness in all business practices and to observing the rule and spirit of the legal and regulatory environment in which the Company operates.

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Material breaches of the Code of Conduct must be reported to the Board. There were no reported breaches of the Code of Conduct during the Reporting Period.

Recommendation 3.3: Whistleblower Policy

Compliance with Recommendation 3.3 of ASX Principles & Recommendations : Yes

The Company has established a Whistleblower Policy to encourage the reporting of suspected unethical, illegal, fraudulent behaviour and violations (or suspected violations) of the Company’s Code of Conduct and provide effective protection from victimisation or dismissal to those reporting by implementing systems for confidentiality and report handling.

A copy of the Whistleblower Policy is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

Material matters reported under the Whistleblower Policy must be reported to the Board. There were no matters reported under the Whistleblower Policy during the Reporting Period

Recommendation 3.4: Anti-Bribery and Anti-Corruption Policy

Compliance with Recommendation 3.4 of ASX Principles & Recommendations : Yes

Chalice does not tolerate any form of bribery or corruption. Bribery and corruption involves the misuse of position and influence, in return for improper advantage, undermining integrity and fairness.

The Company has established an Anti-Bribery and Anti-Corruption Policy to establish a governance framework and business practices to mitigate the risk of bribery and corruption within the jurisdictions where it operates. A copy of the Anti-Bribery and Anti-Corruption Policy is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

The Anti-Bribery and Anti-Corruption Policy explains conduct that is prohibited and provides guidance on dealing with gifts and hospitality, donations, sponsorships, approval requirements and the records required to be maintained.

The consequences for breaching the Anti-Bribery and Anti-Corruption Policy depend on the severity of the breach but may include a reprimand, formal warning, demotion and/or termination of employment.

Material breaches of the Anti-Bribery and Anti-Corruption Policy must be reported to the Board. There were no reported breaches of the Anti-Bribery and Anti-Corruption Policy during the Reporting Period.

Principle 4 – Safeguard the integrity of corporate reports

Recommendation 4.1: Audit Committee

Compliance with Recommendation 4.1 of ASX Principles & Recommendations : Yes

The Board has established an Audit Committee to assist the Board in discharging its responsibilities to safeguard the integrity of the Company’s financial reporting as well as the ongoing assessment of financial risks. A copy of the Audit Committee Charter, which describes the Audit Committee’s role, composition, functions and responsibilities is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

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During the Reporting Period, the Audit Committee was comprised of the following independent Non-executive Directors:

  • Linda Kenyon (since 24 November 2021, appointed Chair 31 March 2024, retired 31 August 2024)

  • Derek La Ferla

  • Jo Gaines (appointed 31 March 2024, retired 31 August 2024)

  • Morgan Ball (Chair) (retired 31 March 2024)

Effective 31 August 2024, independent Non-Executive Directors Garret Dixon and Stephen McIntosh have been appointed as members of the Audit Committee following the resignation of Linda Kenyon and Jo Gaines as Non-executive Directors.

Since 31 August 2024, the Audit Committee is chaired by, Garret Dixon, who is not the Chair of the Board. Linda Kenyon, an independent Non-Executive Director, who was also not the chair of the Board was Chair of the Audit Committee during the period 31 March 2024 to 31 August 2024. The Audit Committee was previously chaired by Morgan Ball, until his retirement on 31 March 2024. Mr Ball was also an independent Non-Executive Director, and not the chair of the Board

The Audit Committee composition meets the criteria of Recommendation 4.1 being comprised of at least three members, all of whom are Non-executive Directors, a majority of whom are independent and is chaired by an independent director who is not the chair of the Board.

The Audit Committee held two meetings during the Reporting Period. Details of member attendance at Audit Committee meetings during the Reporting Period are set out on page 71of the Directors’ Report contained within the Company’s 2024 Annual Report.

The relevant qualifications and experience of the members of the Audit Committee are set out on page 9 and pages 67 to 69 of the Company’s 2024 Annual Report.

Recommendation 4.2: Executive Assurance to the Board

Compliance with Recommendation 4.2 of ASX Principles & Recommendations : Yes

Before the Board approved the Company’s financial statements for the half-year ended 31 December 2023 and the full-year ended 30 June 2024 and each of the quarters ending 30 September 2023, 31 December 2023, 31 March 2024 and 30 June 2024, the Board received from the Managing Director and the Chief Financial Officer a declaration that, in their opinion, the financial records of the Company for the relevant financial period have been properly maintained, and that the financial statements for the relevant financial period comply with the appropriate accounting standards, providing a true and fair view of the financial position and performance of the Company and the consolidated entity. Their opinion was formed on the basis of a sound system of risk management and internal control which they confirmed was operating effectively.

Recommendation 4.3: Processes for Verification of Non-Audited Periodic Reports

Compliance with Recommendation 4.3 of ASX Principles & Recommendations : Yes

The Board has adopted the Disclosure Policy that applies to all disclosures to the market. Authority has been delegated to the Disclosure Committee to ensure implementation of the reporting processes and controls set out in the Disclosure Policy and Communication Policy.

Where periodic corporate reports are not audited or reviewed by an external auditor, the Company employs processes which minimise the chance of error and to ensure that the reports are factual and complete. These processes include a review by the relevant internal stakeholder, culminating in an internal sign-off to confirm the accuracy of the portions of the report to which they have contributed to prior to receiving approval for release by the Disclosure Committee or the Board.

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Principle 5 – Make timely and balanced disclosure

Recommendation 5.1: Continuous Disclosure Policy

Compliance with Recommendation 5.1 of ASX Principles & Recommendations : Yes

The Company has established a Disclosure Policy containing procedures and guidelines to ensure compliance with the continuous disclosure obligations under the Corporations Act 2001 (Cth) and the ASX Listing Rules. A copy of the Disclosure Policy is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

The Disclosure Policy assists employees in understanding what information may require disclosure to the market and sets out the role of the Disclosure Committee, which is comprised of the Managing Director, Chief Financial Officer, and the Company Secretary. Disclosure decisions of significance are the responsibility of the Board.

There were no reported breaches of continuous disclosure obligations during the Reporting Period.

Recommendation 5.2: Provision of Announcements to the Board after Release

Compliance with Recommendation 5.2 of ASX Principles & Recommendations : Yes

Copies of final versions of all material ASX announcements are provided to the Board promptly after release. The Company Secretary is responsible for ensuring distribution.

Recommendation 5.3: Investor or Analyst Presentations

Compliance with Recommendation 5.3 of ASX Principles & Recommendations : Yes

All new material and substantive investor or analyst presentations provided by the Company are lodged with the ASX prior to the presentation commencing in accordance with the Company’s Disclosure Policy and made available on the Company’s website.

Principle 6 – Respect the rights of security holders

Recommendation 6.1: Communication with Security Holders – Website

Compliance with Recommendation 6.1 of ASX Principles & Recommendations : Yes

The Company provides information about itself and its governance to investors via its website at www.chalicemining.com and as set out in its Shareholder Communication and Investor Relations Policy . The Shareholder Communication and Investor Relations Policy is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

The Company’s website is designed to provide shareholders and other investors with a readily accessible platform to obtain information about the Company’s current and historical activities and the Company’s corporate governance framework. The website includes the following information:

  • Announcements lodged with the ASX and media releases.

  • Copies of annual, half-yearly and quarterly reports.

  • Share price information and a brief description of the different classes of securities on issue.

  • • Presentations provided to conferences and analysts, including webcasts when available.

  • Information about Chalice’s Directors and management.

  • Corporate Governance Statement and the Company’s Constitution.

  • Board and committee charters and corporate governance policies.

  • Notices of meeting and explanatory material.

  • Contact details for general enquiries.

  • • Contact details for the Company’s share registry, Computershare Investor Services Pty Ltd.

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From the Company’s website, shareholders and other stakeholders can subscribe to receive information updates, including ASX or media releases by email.

Recommendation 6.2: Investor Relations Program

Compliance with Recommendation 6.2 of ASX Principles & Recommendations : Yes

The Company has designed and implemented an investor relations program to facilitate effective two-way communication with investors. The program is set out in the Company’s Shareholder Communication and Investor Relations Policy .

The Company uses several methods to communicate widely and promptly with shareholders and other investors, including:

  • Releases to the ASX;

  • The Company’s website at www.chalicemining.com;

  • Annual, half-yearly and quarterly reports;

  • Information provided directly to shareholders;

  • At shareholder meetings of the Company;

  • Email, post, telephone and social media and webcasts, and.

  • Investor conferences and one on one meetings.

Recommendation 6.3: Security Holder Participation at Meeting

Compliance with Recommendation 6.3 of ASX Principles & Recommendations : Yes

The Company has in place a Shareholder Communication and Investor Relations Policy which outlines the policies and processes that it has in place to facilitate and encourage participation at meetings of security holders. The Company’s auditor attends the Annual General Meeting (AGM) and is available to answer any questions regarding the conduct of and any issues arising from the audit or the preparation and content of the auditor’s report.

Shareholders that are unable to physically attend the Annual General Meeting are encouraged to vote by appointing a proxy. Online proxy voting is provided to facilitate participation. Additionally, the Chairman’s and Managing Director’s address is released to the ASX prior to the AGM.

The Company’s Annual General Meeting is currently scheduled to be held at 9.00am (AWST) on Thursday, 21 November 2024.

Recommendation 6.4: Polls

Compliance with Recommendation 6.4 of ASX Principles & Recommendations : Yes

It is the practice of the Company that at all security holder meetings, including the Annual General Meeting, the outcomes of resolutions are decided by a poll rather than a show of hands.

Recommendation 6.5: Electronic Communications

Compliance with Recommendation 6.5 of ASX Principles & Recommendations : Yes

The Company encourages shareholders to receive communications from the Company and its share registry electronically. Security holders are given the option to receive and send communications to and from the Company and its share registry, Computershare Investor Services Pty Ltd ( Computershare ), electronically.

Security holders can elect to receive communications such as Annual Reports, Notices of Meeting and Proxy Forms electronically by registering their election with Computershare at http://www.computershare.com.au/easyupdate/chn.

Further information is also available at www.chalicemining.com/righttoreceivedocuments.

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Security holders and other stakeholders can also register on the Company’s website at www.chalicemining.com to receive by email, updates about the Company shortly after announcements are released on the ASX.

Principle 7 – Recognise and manage risk

Recommendation 7.1: Risk Management Committee

Compliance with Recommendation 7.1 of ASX Principles & Recommendations : Yes

The Board has established a Risk and Sustainability Committee to assist in discharging its oversight responsibility of the Company’s risk management framework. This Committee liaises with the Company’s Audit Committee in relation to financial related risks. A copy of the Risk and Sustainability Committee’s Charter, which describes the Risk and Sustainability Committee’s role, composition, functions and responsibilities is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

During the Reporting Period, the Risk and Sustainability Committee was comprised of the following independent Non-executive Directors:

  • Garret Dixon (Chair)

  • Stephen McIntosh

  • Jo Gaines (retired 31 August 2024)

  • Linda Kenyon (retired 31 March 2024)

Effective 31 August 2024, independent Non-Executive Director, Derek La Ferla was appointed as a member of the Risk and Sustainability Committee following the resignation of Linda Kenyon and Jo Gaines as Non-executive Directors.

The composition of the Risk and Sustainability Committee meets the criteria contained in Recommendation 7.1 being comprised of at least three members, the majority of whom are independent and chaired by an independent director.

The relevant qualifications and experience of the members of the Risk and Sustainability Committee are set out on page 9 and pages 67 to 69 of the Company’s 2024 Annual Report.

The Risk and Sustainability Committee held two meetings during the Reporting Period. Details of member attendance at these meetings are set out on page 71 of the Directors’ Report contained within the Company’s 2024 Annual Report.

Recommendation 7.2: Risk Management Framework - Review at Least Annually

Compliance with Recommendation 7.2 of ASX Principles & Recommendations : Yes

Overall accountability for risk management lies with the Board of Chalice. The Board is supported in its oversight of risk by the Risk and Sustainability Committee. The Audit Committee assists the Board with its oversight of financial assurance matters.

The Board, with the assistance of the Risk and Sustainability Committee reviews the Company’s risk management framework annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is operating within the risk appetite set by the Board. The Board carried out the review of the risk management framework during the Reporting Period in accordance with the Company’s Risk Management Policy.

The Board has delegated the responsibility for implementing the Risk Management Framework and managing material risks to the Managing Director and Executive Key Management Personnel ( Executive KMP ).

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The Board, Executive KMP, and the Risk and Sustainability Committee review the risk profile of the business and implement and monitor controls to effectively manage risks. Reviews of mitigations and verifications of controls are undertaken to ensure their effectiveness.

- The Company’s Risk Management Policy is available at https://chalicemining.com/corporate governance .

Recommendation 7.3: Internal Audit Function

Compliance with Recommendation 7.3 of ASX Principles & Recommendations : Yes

The Company does not have an internal audit function. The Board considers that the current size and nature of the Company’s operations does not necessitate the need for an internal audit function.

The Risk and Sustainability Committee Charter provides that the Risk and Sustainability Committee is responsible for internal audit processes (other than financial matters). The Audit Committee Charter provides that the Audit Committee is responsible for internal audit processes for financial matters. These committees oversee the actions undertaken by management to mitigate financial and non-financial risks to an acceptable level. The Board considers that the Company’s risk management processes, combined with the external audit, provide an effective system of review, assessment and the continual improvement of internal control processes and risk management controls.

The Board is satisfied that the processes in place to identify the Company’s material business risks are appropriate and that these risks are being managed effectively. The Company’s risk management processes continue to be monitored and reported against.

Further information on the Company’s material business risks, and how these are managed is set out on pages 63 to 65 of the 2024 Annual Report.

Recommendation 7.4: Material Exposure to Environmental or Social Sustainability Risks

Compliance with Recommendation 7.4 of ASX Principles & Recommendations : Yes

As a mineral exploration and development company there are a number of material environmental and social sustainability risks that could adversely affect the Company and the achievement of the Company’s strategic objectives. Chalice believes that a strong focus on Environmental, Social, and Governance ( ESG ) matters are integral to how the Company operates and its overall business strategy.

Chalice’s Sustainability Report on pages 34 to 65 of the 2024 Annual Report contains further information on the Company’s exposure to ESG risks, including climate change risk, and how these risks are managed or intended to be managed.

Principle 8 – Remunerate fairly and responsibly

Recommendation 8.1: Remuneration Committee

Compliance with Recommendation 8.1 of ASX Principles & Recommendations : Yes

The Board has established a Remuneration and Nomination Committee. During the Reporting Period, the Remuneration and Nomination Committee was comprised of the following independent Non-executive Directors:

  • Derek La Ferla (Chair)

  • Jo Gaines (retired 31 August 2024)

  • Linda Kenyon (appointed 31 March 2024, retired 31 August 2024)

  • Morgan Ball (retired 31 March 2024)

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Effective 31 August 2024, independent Non-Executive Directors Garret Dixon and Stephen McIntosh have been appointed as members of the Remuneration and Nomination Committee following the resignation of Linda Kenyon and Jo Gaines as Non-executive Directors.

The composition of the Remuneration and Nomination Committee meets the criteria contained in Recommendation 7.1, being comprised of at least three members, the majority of whom are independent and chaired by an independent director.

The Remuneration and Nomination Committee held three meetings during the Reporting Period. Details of member attendance at Remuneration and Nomination Committee meetings during the Reporting Period are set out on page 71 of the Directors’ Report contained within the Company’s 2024 Annual Report.

A copy of the Remuneration and Nomination Committee Charter which describes the role, composition, functions, and responsibilities of the Remuneration and Nomination Committee is - - available on the Company’s website at https://chalicemining.com/about us/corporate governance/ .

Recommendation 8.2: Remuneration of Non-executive Directors, Managing Director and other Senior Executives

Compliance with Recommendation 8.2 of ASX Principles & Recommendations : Yes

Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report and commences on page 72 of the Company’s 2024 Annual Report.

The Company's policy on remuneration clearly distinguishes the structure of Non-executive Directors’ remuneration from that of executive directors and senior executives.

Non-executive Directors are remunerated at a fixed fee for time, commitment, and responsibilities. Remuneration of Non-executive Directors is not linked to individual performance. There is no scheme to provide termination or retirement benefits to Non-executive Directors.

Remuneration of the Managing Director and other senior executives ( Executives ) consists of a fixed salary, superannuation and performance based variable remuneration. Long term incentives consist of performance rights issued under the Company’s Employee Securities Incentive Plan and granted at the discretion of the Board and for the Managing Director, subject to obtaining shareholder approval. Executives are offered a competitive level of fixed salary, which is reviewed at least annually to ensure market competitiveness.

Where the Board determines that a participant has acted fraudulently or dishonestly; or wilfully breached his or her duties to the Company, the Board may in its discretion deem all unvested convertible securities held by the Executive to have been forfeited.

Shareholder approval of the Company’s Employee Securities Incentive Plan is obtained every three years and was last obtained at the 2022 Annual General Meeting.

To align the interests of the Board and shareholders, in the absence of approval from the Board to the contrary, Directors are required to acquire and maintain directly or indirectly through their associates (as defined by the Corporations Act 2001 (Cth)), a minimum number of shares in the Company, the value of which is equal to 100% of their annual remuneration. The minimum shareholding holding must be reached within five years of appointment to the Board. The value of the Directors’ shareholding will be determined as the higher of the cost of acquisition or the market value of the shares. The minimum holding assessment is undertaken at the end of each financial year. Page 91 of the 2024 Annual Report contains further information on the minimum shareholding requirements.

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Recommendation 8.3: Economic Risks Under Equity-Based Remuneration Scheme

Compliance with Recommendation 8.3 of ASX Principles & Recommendations : Yes

The Company's Securities Trading Policy prohibits arrangements or transactions in associated products which limit the economic risk in connection with unvested securities issued under an equity-based remuneration schemes.

The Company’s Securities Trading Policy is available on the Company’s website at https://chalicemining.com/about-us/corporate-governance/ .

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